Notices Contract Clauses (104,236)

Notices. All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be in writing and shall be deemed duly given and received (a) if personally delivered, when so delivered, (b) if mailed, three business days following the date deposited in the U.S. mail, certified or registered mail, return receipt requested, (c) if sent by e-mail or other form of electronic communication, once transmitted and the confirmation is received, or (d) if sent through an... overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so sent: If to Consultant, addressed to: LWV Consulting, LLC 2700 N Ocean Drive Unit 1802A Singer Island, FL 33404 If to Varner, addressed to: LW Varner, Jr. 2700 N Ocean Drive Unit 1802A Singer Island, FL 33404 If to the Company, addressed to: Wrap Technologies, Inc. 1817 W 4th Street Tempe, AZ 85281 Attn: Wayne R. Walker, Chairman of the Board -10- 15. Certain Construction Rules. The Section headings contained in this Agreement are for convenience of reference only and shall in no way define, limit, extend or describe the scope or intent of any provisions of this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. In addition, as used in this Agreement, unless otherwise provided to the contrary, (a) all references to days, months or years shall be deemed references to calendar days, months or years and (b) any reference to a "Section" shall be deemed to refer to a section of this Agreement. The words "hereof", "herein", and "hereunder" and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specifically provided for herein, the term "or" shall not be deemed to be exclusive, and the term "including" shall not be deemed to limit the language preceding such term. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. View More

Notices. Tenant confirms that, notwithstanding anything in the Lease to the contrary, notices delivered to Tenant pursuant to the Amended Lease should be sent to: Ardelyx, Inc. 34175 Ardenwood Blvd. Fremont, California 94555 Attn: Vice President, Finance 10. Effect of Amendment. Except as modified by this Amendment, the Lease and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. The covenants, agreements,... terms, provisions and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and, except as otherwise provided in the Lease, their respective assigns. In the event of any conflict between the terms contained in this Amendment and the Lease, the terms herein contained shall supersede and control the obligations and liabilities of the parties. From and after the date hereof, the term "Lease" as used in the Lease shall mean the Lease, as modified by this Amendment. 2 11. Miscellaneous. This Amendment becomes effective only upon execution and delivery hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof. All exhibits hereto are incorporated herein by reference. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and shall not be effective as a lease, lease amendment or otherwise until execution by and delivery to both Landlord and Tenant. View More

Notices. All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made: (a) unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 10, any notice required to be delivered to the Company shall be properly delivered if delivered to: NovoCure Limited 20 Valley Stream Pkwy Suite 300 Malvern, PA 19355 Attention: General Counsel... Telephone: (212) 767-7530 (b) if to the Participant, to the address on file with the Employer. Any notice, demand or request, if made in accordance with this Section 10 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service. View More

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: If to Director, to: NO.279, Aiguo Road, Donghu District, Nanchang City, Jiangxi Province, China If to the Company, to: Room 2903, Unit B... Jianwai SOHO East District 39 East Third Ring Road Central Chaoyang District, Beijing City, China or to such other address as may have been furnished in the same manner by any party to the others. View More

Notices. All notices, requests and demands hereunder will be in writing and will be deemed to have been duly given (a) upon personal delivery, (b) five (5) days after being mailed by registered or certified mail, return receipt requested or (c) one (1) business day after being sent by nationally recognized overnight courier. 4 EX-10.10 11 selecttv_8ka-ex1010.htm CONSULTING AGREEMENT - VALESCURE CONSEILS Exhibit 10.10 CONSULTING AGREEMENT This Agreement ("Agreement"), dated 02 of mai 2014, confirms that... Sedition Films, Inc. (OTCBB: SEDF) (to be renamed SELECT TV SOLUTIONS, LTD) a Nevada corporation, with business place 1395 Brickell Avenue Suite 800 Miami Florida (the "Company"), its subsidiaries and affiliates ("The Company") have retained Valescure Conseils ("Consultant") and located at Axe, centre Europe, boulevard du Cerceron, 83700 SAINT RAPHAEL, for the purposes described in this Agreement in accordance with the terms and conditions specified herein, and Consultant has agreed to such engagement. View More

Notices. (a) All notices, demands, requests or other communications from each party to the other required or permitted under the term of this Agreement shall be in writing and, unless and until otherwise specified in a written notice by the party to whom notice is intended to be given, shall be sent to the parties at the following respective addresses: if intended for Buyer: Firmus Equity Partners, LLC770 North Sherman, #102Denver, CO 80203Attn: Cary S. KrierEmail: csk@firmusep.com With a copy to:... Munsch Hardt Kopf & Harr PC500 N. Akard Street, Suite 3800Dallas, Texas 75201-6659Attn: Will ThemerFacsimile No. : (214) 978-4333Email: wthemer@munsch.com 17LW:1034353.1 if intended for Seller: RRE Woodhollow Holdings, LLCc/o Resource Real Estate, Inc.1845 Walnut Street, 18th FloorPhiladelphia, PA 19103Attn: Luke Perl, Transaction ManagerFacsimile No. : (215) 761-0452Email: LPerl@Resourcerei.com With a copy to: Resource Real Estate, Inc.1845 Walnut Street, 18th FloorPhiladelphia, PA 19103Attn: Shelle Weisbaum, General CounselFacsimile No. : (215) 761-0452Email: sweisbaum@resourcerei.com And with a copy to: Ledgewood, P.C.Two Commerce Square2001 Market Street, Suite 3400Philadelphia, PA 19103Attn: Stacy C. Bedwick, EsquireFacsimile No. : (215) 735-2513Email: sbedwick@ledgewood.com Notices may be given on behalf of any party by its legal counsel. (b) Each such notice, demand, request or other communication shall be deemed to have been properly given for all purposes if (i) delivered to a nationally recognized overnight courier service for next business day delivery, to its addressee at such party's address as set forth above or (ii) delivered via facsimile transmission to the facsimile number listed above or via electronic mail to the email address listed above, provided, however, that if such communication is given via facsimile transmission or email, an original counterpart of such communication shall concurrently be sent in the manner specified in clause (i) above. (c) Each such notice, demand or request shall be deemed to have been given upon the earlier of (i) actual receipt or refusal by the addressee or (ii) deposit thereof with the courier if sent pursuant to section (b)(i) above. View More

Notices. All communications hereunder shall be in writing and effective only upon receipt and, if sent to the Underwriters, shall be mailed, delivered or sent by facsimile transmission and confirmed to the Underwriters c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division, facsimile number (212) 761-1781 and Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: LCD-IBD, facsimile number (212) 743-1106; and,... if sent to the Company, shall be mailed, delivered or sent by facsimile transmission and confirmed to it at 233 South Wacker Drive, Chicago, Illinois 60606, Attention: Treasurer and General Counsel, facsimile number (312) 997-8333; provided, however, that any notice to an Underwriter pursuant to Section 6 shall be sent by facsimile transmission or delivered and confirmed to such Underwriter. View More

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Representatives: BofA Securities, Inc. 50 Rockefeller Plaza -28- NY1-050-12-01 New York, New York 10036 Facsimile: (212) 901-7881 Attention: High Grade Debt Capital Markets Transaction Management/Legal J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Facsimile: (212) 834-6081 Attention: Investment Grade Syndicate Desk... – 3rd Floor SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road NE, 11th Floor Atlanta, Georgia 30326 Attention: Investment Grade Capital Markets Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, North Carolina 28202 Facsimile: (704) 410-0326 Attention: Transaction Management and: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Facsimile: (212) 455-2502 Attention: John C. Ericson If to the Company: AutoNation, Inc. 200 SW 1st Avenue Fort Lauderdale, Florida 33301 Facsimile: (954) 769-6340 Attention: C. Coleman Edmunds and: Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 Facsimile: (650) 798-6588 Attention: Gregg A. Noel -29- Any party hereto may change the address for receipt of communications by giving written notice to the others. View More

Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered (at the sender's sole cost and expense) by one of the following means: (a) personally (b) by first-class registered or certified postal mail, return receipt requested (c) through overnight courier or next-day delivery service (d) via facsimile or (e) by electronic transmission to the e-mail address designated. Any notice or other communication so transmitted shall be... deemed to have been given (i) on the day of delivery, if delivered personally, (ii) five (5) calendar days if sent by mail (iii) two (2) business days after being dispatched through an overnight courier service; (iv) on the business day following receipt, if sent by facsimile or electronic transmission. The receiving address for each party, respectively, is set forth below and may be changed at any time by a party upon providing notice thereof to the other party pursuant to the provisions of this Section 10. If to Maker: Maxpro Capital Acquisition Corp. 5/F-4, No. 89 Songren Road, Xinyi District Taipei City, Taiwan 11073 Attn: Wey – Chuan (Albert) Gau, Chief Financial Officer If to Payee: MP One Investment LLC 5/F-4, No. 89 Songren Road, Xinyi District Taipei City, Taiwan 11073 Attn: Hong - Jung (Moses) Chen, Managing Member 11. Construction; Governing Law; Venue; Waiver Of Jury Trial. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH PARTY HERETO ALSO HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT THE PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST THE MAKER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, THE PAYEE AND THE MAKER WAIVE TRIAL BY JURY, AND EACH OF MAKER AND PAYEE WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OF ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES. 3 12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not automatically invalidate or render unenforceable such provision in any other jurisdiction. View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed on such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of... this Agreement, or such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Athena Technology Acquisition Corp. II 442 5th Avenue Manhattan, NY 10018 Attention: Isabelle Freidheim With a copy, which shall not constitute notice, to: Reed Smith LLP 599 Lexington Avenue, 22nd Floor New York, New York 10022 Attention: Ari Edelman, Esq. Lynwood Reinhardt, Esq. Fax No. : (212) 521-5450 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More